Introduction

The course aims to develop an understanding of the underlying concepts of Corporate Governance, business ethics and CSR which are relevant to the contemporary business environment. It is designed to foster participants understanding of the ethical influences on economic, financial, managerial, and environmental aspects of business. The course further aims to develop an ability to critically analyses ethical issues in organization. This course reviews different regulatory processes essential to the understanding of the principles of corporate governance.

Duration

 5 days

Who should attend?

 Professionals in private companies, international organizations, NGOs, and governments who would like to learn and apply the concept of governance will find this program helpful.

Course Objective:

·         Explain and evaluate corporate governance plays in maintaining the stability of markets and retaining public confidence in public intuitions

·         Describe and analyses the primary parts of corporate governance frameworks

·         explain and evaluate the role of audit in corporate governance

·         compare and contrast approaches to corporate governance internationally

·         implications of the nature and scope of social and environmental accountability for corporate governance practice

·         Explain and evaluate the roles and responsibilities of executive directors, non-executive directors, auditors and company secretaries in ensuring effective corporate governance

·         Explain the external reporting requirements relating to corporate governance

·         Essential role of ethical values in business relations and the importance of the ethical treatment of others for individual and organizational success

·         concepts and principles of ethical reasoning which have been developed in ethical theory, and to be able to apply these concepts and principles to specific ethical issues

·         legal and regulatory structure of business as it bears on ethical issues in business and the ethical basis of that structure

·         assess the ethical basis of corporate organization and governance, including the ethical arguments for and against the concepts of corporate social responsibility and stakeholder

Module 1: Introduction, Implementation and International Legislation

Some Basic Principles; the Level Playing Field

·         Role of the board

·         corporate governance

·         The international perspective - divergence or convergence

Corporate Governance – the Business Case

·         The rewards: a study of share performance metrics 

·         Corporate performance and boardroom practices - the link 

·         Benefits to the economy: The ‘corruption premium’ and the cost of accessing global capital 

·         Foreign direct investment; countering the vulnerability of short term capital flows 

·         Assessing governance in others

Good Corporate Governance and Emerging Markets

·         Why governance is essential in emerging markets 

·         Information asymmetries and inequalities 

·         The patterns of ownership in emerging markets; The protection of minority investors 

·         Convergence to the OECD norms?

Industry Specifics: Banks; Government Companies

·         Governance in banks - the agency problem; opaqueness, “rogue traders” 

·         The role of the bank in improving the governance of the corporate sector 

·         How poor governance can cause systemic financial crises

·         Case Study: Recent Financial Sector Governance Failures

·         State owned enterprises and corporations: governance issues

Legal and Regulatory Frameworks for Governance

·         Then legal responsibilities of directors 

·         Listing requirements: how capital markets impose corporate governance requirements: 

·         Corporate governance codes; recent regulatory trends in corporate governance 

·         How to develop a corporate governance code for your company 

·         Governance disclosures: governance as a competitive edges

Module 2: Ethics, Corporate Social Responsibility

Ethics and Culture: the Board’s Responsibility

·         Corporate structures for ethics 

·         Developing an Ethics Code 

·         The role of the “whistle blower”.; setting up internal hot-lines 

·         The place and principles of corporate social responsibility

Module 3: Boards, Directors and Board Committees

The Board – key Principles and Practicalities

·         Principles of independence and leadership 

·         Building the right working relationship between Board and management 

·         The Board’s responsibilities for: 
- Management oversight 
- Protection of stakeholders’ rights 
- Disclosure and transparency 
- The company’s strategy

·      Case Study: Where was the Board? Enron and other Catastrophic Board Failure 
The Board’s Composition and Processes

·         Independent and non-executive directors 

·         Are independent directors the solution? 

·         New powers for non-executive directors, stiffer penalties for negligence 

·         Rule of engagement: defining the non-executive director 

·         How two-tier boards imbed ‘independence’ – sometimes at a cost 

·         Board meetings basics; information for directors

Board Committees – the Audit Committee

·         What are committees for? - rules and principles for committees. 

·         The role of the Audit Committee 

·         Audit Committee membership and expertise requirements; “financial literacy” requirements; processes and procedures 

·         Resources for Audit Committee members 

·         Relationships with internal and external auditors 

·         Managing changes in membership 

·         Structuring internal audit oversight, reviewing internal controls

·      Case Study: a failure of culture and internal controls 

The Board – Nominations and Compensation

·         Board nominations: whom to appoint to the board? Sourcing directors 

·         Creating effective Board appraisals and assessments 

·         How the board should manage succession planning 

·         Setting pay and compensation in the company: basic principles 

·         Pay for performance – for board members?

·         Share ownership by directors – an alignment, or a conflict of interests? 

·         Executive pay: structuring the incentive 

·         How much should non-executive directors be paid? 

·         Recent controversies, and ‘best practice’ developments in compensation 

·         Remuneration disclosure 

 

Personalities on the Board

·         The role and duties of chairman of the board 

·         Leading the company/leading the board – chairman styles

·         Experience of the business? – needed for the chairman? 

·         The importance and developing role of the board secretary 

·         The secretary – a Corporate Governance professional 

·         Resources for the board secretary 

·         Board evaluations: questionnaire or interview?

·         Case study: Developing Effective Board Assessment Procedures - an Exercise in Tact

·         Maintaining directors’ effectiveness – structuring the job 

·         Director training

Governance and Risk – Responsibilities of Directors and Management

·         The oversight of risk; assigning responsibility in management 

·         The role of Chief Risk Officer; reporting line practices 

·         Modern systematic approaches to risk management, and tools for the Board 

·         Enterprise Risk Management for companies: the new discipline 

·         Extreme event management

Module Four: The Board and Executive Management

The Practicalities of the Correct Relationship

·         Chairman and chief executive – splitting the roles: the arguments for and against 

·         The CEO and the chairman – optimising relationships

·         Defining the CEO: requirements for successful company leadership 

·         Hiring the CEO 

·         Evaluating CEO performance; communicating the evaluation 

·         Management committees, and the board’s oversight of the management structure 

Governance in Controlled Companies

·         Governance for family businesses 

·         Succession planning in family businesses; the role of the independent director 

·         How Boards can help family companies move towards an IPO / listing 

·         Transcending borders: the specific challenges of corporate governance for multinationals 

·         Ensuring effective governance in overseas subsidiaries: best practices

The Board and Strategy

·         The board’s role in formulating and reviewing strategy 

·         Partnering with management in the process – who does what?

·         Mission and vision – the role of the board 

·         Changing the strategy; crisis management – what the board needs to do 

·         How mergers and acquisitions can destroy value: how the board can avoid the pitfalls

Shareholders, Stakeholders, and the Board

·         Disclosure and financial reporting ‘best practices’ 

·         Earnings management: when and when not 

·         Investor relations: the practicalities for the board 

·         Communicating governance inside and outside the company 

·         Shareholders and their rights 

·         Shareholder stewardship; communications between board and shareholders 

·         Growing shareholder activism – the international perspective 

·         Managing the annual shareholders’ meeting

·         Case study: Time for a Review of Strategy and Engagement with Shareholders.

Improving Corporate Governance in your Company

·         A practical guide to developing corporate governance best practices in your company: 

·         Assigning responsibility for corporate governance within the company 

·         Integrating good corporate governance in your company 

·         What the board needs to do 

·         What management needs to do

General Notes

·         All our courses can be Tailor-made to participants' needs

·         The participant must be conversant in English

·         Presentations are well-guided, practical exercises, web-based tutorials, and group work. Our facilitators are experts with more than 10 years of experience.

·         Upon completion of training the participant will be issued with a Foscore development center certificate (FDC-K)

·         Training will be done at the Foscore development center (FDC-K) centers. We also offer inhouse and online training on the client schedule

·         Course duration is flexible and the contents can be modified to fit any number of days.

·         The course fee for onsite training includes facilitation training materials, 2 coffee breaks, a buffet lunch, and a Certificate of successful completion of Training. Participants will be responsible for their own travel expenses and arrangements, airport transfers, visa application dinners, health/accident insurance, and other personal expenses.

·         Accommodation, pickup, freight booking, and Visa processing arrangement, are done on request, at discounted prices.

·         Tablet and Laptops are provided to participants on request as an add-on cost to the training fee.

·         One-year free Consultation and Coaching provided after the course.

·         Register as a group of more than two and enjoy a discount of (10% to 50%)

·         Payment should be done before commence of the training or as agreed by the parties, to the FOSCORE DEVELOPMENT CENTER account, so as to enable us to prepare better for you.

·         For any inquiries reach us at training@fdc-k.org or +254712260031

 

·         Website:www.fdc-k.org